UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 11, 2000
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5B Technologies Corporation
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(Exact name of Registrant as Specified in its Charter)
Delaware 0-27190 11-3529387
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Jericho Plaza, Jericho, New York 11753
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (516) 938-3400
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PARAMOUNT FINANCIAL CORPORATION
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
Effective on February 11, 2000, Paramount Financial Corporation, a
Delaware corporation ("Paramount"), reorganized into a holding company form of
corporate organizational structure, whereby 5B Technologies Corporation, a
Delaware corporation ("5B"), became the holding company and Paramount became the
wholly owned subsidiary of 5B. The new holding company structure and the new
corporate name allows 5B to align its corporate identity more closely to the
focus of its business operations in technology, the Internet and staffing.
The new holding company organizational structure was effected by a
merger conducted pursuant to Section 251(g) of the General Corporation Law of
the State of Delaware (the "Merger"), which provides for the formation of a
holding company structure without a vote of the stockholders of Paramount. In
the Merger, Paramount Merger Corporation, a Delaware corporation (the "Merger
Sub"), merged with and into Paramount, with Paramount (renamed Paramount
Operations Inc.) as the surviving corporation (the "Surviving Corporation").
Prior to the Merger, 5B was a direct, wholly owned subsidiary of Paramount, and
Merger Sub was a direct, wholly owned subsidiary of 5B and was organized for the
purpose of implementing the holding company organizational structure. Pursuant
to the Merger, (i) each outstanding share of common stock, $0.04 par value per
share, of Paramount was automatically converted into one share of common stock,
$0.04 par value per share, of 5B, (ii) all of the issued and outstanding shares
of Merger Sub were automatically converted into shares of the Surviving
Corporation's common stock, and Merger Sub's corporate existence ceased, and
(iii) all of the issued and outstanding shares of 5B owned by Paramount were
canceled. The change to the holding company structure was tax free for federal
income tax purposes for stockholders.
As a result of the Merger, Paramount became a direct wholly owned
subsidiary of 5B. 5B's common stock will continue to trade on the Nasdaq
SmallCap Market under the new symbol "FIVE" and 5B's Class A Warrants will
continue to trade on the Nasdaq SmallCap Market under the new symbol "FIVEW".
Certificates formerly representing shares of outstanding common stock
of Paramount were automatically converted on a share-for-share basis and
currently are deemed to represent the same number of shares of common stock of
5B until such certificates are submitted to 5B's transfer agent for transfer.
Stockholders will receive materials to exchange old Paramount shares for new 5B
shares in the near future.
A copy of the press release further describing the transaction is
attached hereto as Exhibit 99.1.
5B hereby incorporates by reference the Agreement and Plan of Merger
attached hereto as Exhibit 2.1, and the press release attached hereto as Exhibit
99.1, each made a part hereof, into this Item 5.
<PAGE>
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
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2.1 Agreement and Plan of Merger, dated as of February
11, 2000, by and among Paramount Financial
Corporation, 5B Technologies Corporation and
Paramount Merger Corporation.
99.1 Press Release, dated February 14, 2000.
<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
5B TECHNOLOGIES CORPORATION
Date: February 15, 2000 By /s/ Glenn Nortman
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Glenn Nortman, Chief Executive
Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of
February 11, 2000, by and among Paramount
Financial Corporation, 5B Technologies
Corporation, and Paramount
Merger Corporation.
99.1 Press Release, dated February 14, 2000.
<PAGE>
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (this "Agreement"), dated as of
February 11, 2000, is entered into by and among Paramount Financial Corporation,
a Delaware corporation ("Parent"), 5B Technologies Corporation, a Delaware
corporation and a direct, wholly-owned subsidiary of Parent ("Holdco"), and
Paramount Merger Corporation, a Delaware corporation and a direct, wholly-owned
subsidiary of Holdco ("Merger Sub").
WHEREAS, Parent has an authorized capitalization consisting of (i)
17,500,000 shares of common stock, par value $0.04 per share ("Parent Common
Stock"), of which 2,160,004 shares are issued and outstanding as of the date
hereof, and (ii) 5,000,000 shares of preferred stock, par value $0.01 per share,
of which no shares are issued and outstanding as of the date hereof;
WHEREAS, Holdco has an authorized capitalization consisting of (i)
17,500,000 shares of common stock, par value $0.04 per share ("Holdco Common
Stock"), of which 10 shares are issued and outstanding as of the date hereof and
are owned by Parent; and (ii) 5,000,000 shares of preferred stock, par value
$0.01 per share, of which no shares are issued and outstanding as of the date
hereof;
WHEREAS, Merger Sub has an authorized capitalization consisting of
1,000 shares of common stock, par value $0.01 per share ("Merger Sub Common
Stock"), of which 10 shares are issued and outstanding as of the date hereof and
are owned by Holdco;
WHEREAS, the Board of Directors of Parent has determined it to be in
the best interests of Parent to effect a change in corporate structure whereby
Parent will become the wholly-owned subsidiary of Holdco;
WHEREAS, the Board of Directors of Parent has determined that the
stockholders of Parent will not recognize gain or loss for United States federal
income tax purposes as a result of the Merger (as defined herein);
WHEREAS, it is intended that the foregoing structure be effected
without a vote of Parent's stockholders pursuant to and in accordance with
Section 251(g) of the Delaware General Corporation Law ("DGCL"); and
WHEREAS, the Board of Directors of each of Parent, Holdco and Merger
Sub have heretofore approved and declared the advisability of this Agreement and
the Merger (as defined herein) in accordance with DGCL and upon the terms and
subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the parties hereto agree as follows:
<PAGE>
ARTICLE 1
THE MERGER
Section 1The Merger. Upon the terms and subject to the conditions of this
Agreement, at the Effective Time (as defined in Section 1.2) and in accordance
with the DGCL, Merger Sub shall be merged with and into Parent (the "Merger").
Following the Merger, the separate existence of Merger Sub shall cease and
Parent shall continue as the surviving corporation of the Merger (the "Surviving
Corporation").
Section 1.2 Effective Time. The Merger shall become effective at the time
of filing of a certified copy of this Agreement with the Secretary of State of
the State of Delaware as required by the DGCL (the "Effective Time").
Section 1.3 Effects of the Merger. The Merger shall have the effects set
forth in Section 259 of the DGCL.
ARTICLE 2
CONVERSION OF CAPITAL STOCK OF
THE CONSTITUENT CORPORATIONS
Section 2.1 As of the Effective Time, by virtue of the Merger and without
any action on the part of the holder of any shares of Parent Common Stock or
any shares of Merger Sub Common Stock:
2.1.1 Conversion of Merger Sub Common Stock. Each share of Merger Sub
Common Stock issued and outstanding immediately prior to the Effective Time
of the Merger shall be converted into one (1) fully paid and non-assessable
share of Common Stock, par value $0.04 per share, of the Surviving
Corporation.
2.1.2 Conversion of Parent Treasury Stock. Each share of Parent Common
Stock that is owned by Parent or any of its subsidiaries immediately prior
to the Effective Time of the Merger shall be converted into one (1) share
of Holdco Common Stock. As of the Effective Time, all such shares of Parent
Common Stock shall no longer be outstanding and shall automatically be
canceled and shall cease to exist.
2.1.3 Conversion and Exchange of Parent Common Stock.
(a) Each share of Parent Common Stock issued and outstanding
immediately prior to the Effective Time of the Merger (other than shares
referred to in Section 2.1.2 hereof) shall be converted into the right to
receive one (1) fully paid and nonassessable share of Holdco Common Stock.
As of the Effective Time of the Merger, all such shares of Parent Common
Stock shall no longer be outstanding and shall automatically be canceled
and shall cease to exist. As of the Effective Time of the Merger, each
certificate theretofore representing such shares of Parent Common Stock,
without any action on the part of Holdco, Parent or the holder hereof,
shall be converted into the right to receive a number of shares of Holdco
Common Stock equivalent to that number of shares of Parent Common Stock
formerly represented by such certificate and shall cease to represent any
rights in any shares of Parent Common Stock.
<PAGE>
(b) Promptly after the Effective Time, Parent shall cause Chase Mellon
Shareholder Services (the "Exchange Agent") to mail to each holder of
record of a certificate or certificates which immediately prior to the
Effective Time represented outstanding shares of Parent Common Stock (the
"Certificates") (i) a letter of transmittal (which shall specify that
delivery shall be effected, and risk of loss and title to the Certificates
shall pass, only upon proper delivery of the Certificates to the Exchange
Agent, and shall be in customary form), and (ii) instructions for use in
effecting the surrender of the Certificates in exchange for certificates
representing shares of Holdco Common Stock. Upon surrender of a Certificate
for cancellation to the Exchange Agent together with such letter of
transmittal, duly executed, and such other documents as may be required
pursuant to such instructions, the holder of such Certificates shall be
entitled to receive in exchange therefor a certificate representing that
number of shares of Holdco Common Stock which such holder, pursuant to the
Merger, has the right to receive in respect of the shares of Parent Common
Stock formerly represented by such Certificate (after taking into account
all shares of Parent Common Stock then held by such holder), and the
Certificate so surrendered shall be canceled. In the event of a transfer of
ownership of shares of Parent Common Stock which is not registered in the
transfer records of the Parent, a certificate representing the proper
number of shares of Holdco Common Stock may be issued to a transferee if
the Certificate representing such shares of Parent Common Stock is
presented to the Exchange Agent, accompanied by all documents required to
evidence and effect such transfer and by evidence that any applicable stock
transfer taxes have been paid. Until surrendered as contemplated by this
Section 2.1.3(b), each Certificate shall be deemed at any time after the
Effective Time to represent only the right to receive, upon such surrender,
a certificate representing that number of shares of Holdco Common Stock,
which such holder, pursuant to the Merger, has the right to receive in
respect of the shares of Parent Common Stock formerly represented by such
Certificate.
Section 2.2 Exchange Ratio for Parent Options and Parent Warrants.
(a) Prior to the Effective Time, Parent and Holdco shall take all requisite
action so that, as of the Effective Time, each outstanding option or warrant to
acquire Parent Common Stock (and each other right to receive shares of Parent
Common Stock), in each case outstanding immediately prior to the Effective Time,
shall represent an option or warrant (or other right), as the case may be, to
purchase shares of Holdco Common Stock, as provided below. Prior to the
Effective Time, Parent and Holdco shall take all requisite action so that,
following the Effective Time, each such Parent option shall continue to have,
and shall be subject to, the same terms and conditions set forth in the
applicable Parent stock option plan pursuant to which such Parent option was
granted, and each such Parent warrant (or other such right) shall continue to
have, and shall be subject to, the same terms and conditions set forth in the
respective warrant agreement (or such other agreement or instrument), in each
case as in effect immediately prior to the Effective Time, except that each such
Parent option or Parent warrant (or other right) shall be exercisable for a
number of shares of Holdco Common Stock equal to the number of shares of Parent
Common Stock for which such Parent option or Parent warrant (or other right) was
exercisable immediately prior to the Effective Time.
<PAGE>
(b) As of the Effective Time, Holdco shall enter into an assumption
agreement with respect to each such Parent option and each such Parent warrant
(or other right) which, in the case of any Parent option, Parent warrant or
other right, shall provide for Holdco's assumption of the obligations of Parent
under the relevant Parent stock option plan (and any related agreement pursuant
to which options, warrants or other rights may have been granted). Prior to the
Effective Time, Parent shall make such amendments, if any, to its stock option
plans as shall be necessary to permit such assumption in accordance with this
Section 2.2(b).
(c) It is the intention of the parties that, to the extent that any Parent
option constitutes an "incentive stock option" (within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code")) immediately
prior to the Effective Time, such Parent option shall continue from and after
the Effective Time to qualify as an incentive stock option to the maximum extent
permitted by Section 422 of the Code, and that the assumption of the Parent
option provided by this Section 2.2 shall satisfy the conditions of Section
424(a) of the Code.
ARTICLE 3
THE SURVIVING CORPORATION
Section 3.1 Certificate of Incorporation. At the Effective Time, the
certificate of incorporation of Parent, as in effect immediately prior to the
Effective Time of the Merger, shall be amended so as to read in its entirety in
the form annexed as Exhibit A hereto and such amended certificate of
incorporation shall be the certificate of incorporation of the Surviving
Corporation.
Section 3.2 By-Laws. The by-laws of Parent, as in effect immediately prior
to the Effective Time shall become, from and after the Effective Time, the
by-laws of the Surviving Corporation, until thereafter altered, amended or
repealed as provided therein and in accordance with applicable law.
Section 3.3 Directors. The directors of Parent in office immediately prior
to the Effective Time shall be the directors of the Surviving Corporation until
the earlier of their death, resignation or removal or until their respective
successors are duly elected or appointed and qualified, as the case may be.
Section 3.4 Officers. The officers of Parent in office immediately prior to
the Effective Time shall be the officers of the Surviving Corporation until the
earlier of their death, resignation or removal or until their respective
successors are duly elected or appointed and qualified, as the case may be.
<PAGE>
ARTICLE 4
COVENANTS
Section 4.1 Compliance with Section 251(g) of the DGCL. Holdco shall take
any and all actions required so that the requirements of Sections 251(g)(4)
and 251(g)(6) of the DGCL are fully satisfied in connection with the Merger.
ARTICLE 5
CONDITIONS OF MERGER
Section 5.1 The obligations of Parent and Merger Sub to effect the Merger
shall be subject to the satisfaction of the condition that immediately prior to
the Effective Time of the Merger, Holdco shall have fully performed its
obligations under Article 4 hereof.
ARTICLE 6
TERMINATION AND AMENDMENT
Section 6.1 Termination. This Agreement may be terminated and the Merger
contemplated hereby may be abandoned at any time prior to the Effective Time of
the Merger by action of the Board of Directors of Parent, the Board of Directors
of Holdco or the Board of Directors of Merger Sub if such Board of Directors
should determine that for any reason the completion of the transactions provided
for herein would be inadvisable or not in the best interests of such corporation
or its stockholders. In the event of such termination and abandonment, this
Agreement shall become null and void and neither Parent, Holdco nor Merger Sub,
nor their respective stockholders, directors or officers, shall have any
liability as between and among them with respect to such termination and
abandonment.
Section 6.2 Amendment. Subject to the DGCL, this Agreement may be
supplemented, amended or modified by the mutual consent of the Boards of
Directors of the parties to this Agreement.
ARTICLE 7
MISCELLANEOUS
Section 7.1 Miscellaneous Provisions.
7.1.1 Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.
<PAGE>
7.1.2 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
7.1.3 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware applicable to
agreements made and to be performed entirely within such State, without
regard to the principles of conflicts of law of such State.
7.1.4 Severability. Should any clause, sentence, paragraph,
subsection, Section or Article of this Agreement be judicially declared to
be invalid, unenforceable or void, such decision will not have the effect
of invalidating or voiding the remainder of this Agreement, and the part or
parts of this Agreement so held to be invalid, unenforceable or void will
be deemed to have been stricken herefrom by the parties hereto, and the
remainder will have the same force and effectiveness as if such stricken
part or parts had never been included herein.
<PAGE>
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed and delivered by their respective officers hereunto duly authorized on
the date first above written.
PARAMOUNT FINANCIAL CORPORATION
By: /s/ Glenn Nortman
------------------------------------
Name: Glenn Nortman
Title: Chief Executive Officer
5B TECHNOLOGIES CORPORATION
By: /s/ Glenn Nortman
---------------------------------------
Name: Glenn Nortman
Title: Chief Executive Officer
PARAMOUNT MERGER CORPORATION
By: /s/ Glenn Nortman
---------------------------------------
Name: Glenn Nortman
Title: President
<PAGE>
I, Glenn Nortman, Secretary of Paramount Financial Corporation, do
hereby certify that the Board of Directors of Paramount Financial Corporation
approved and adopted this Agreement at a meeting duly called for such purpose on
February 10, 2000 pursuant to Section 251(g) of the Delaware General Corporation
Law and the conditions specified in the first sentence of said Section 251(g)
have been satisfied.
/s/ Glenn Nortman
--------------------------------
Name: Glenn Nortman
Title: Secretary
I, Glenn Nortman, Secretary of Paramount Merger Corporation, do hereby
certify that this Agreement was duly adopted by the Board of Directors of
Paramount Merger Corporation in accordance with Section 251 of the Delaware
General Corporation Law and by the written consent of the sole stockholder of
Paramount Merger Corporation in accordance with Section 228 of the Delaware
General Corporation Law.
/s/ Glenn Nortman
--------------------------------
Name: Glenn Nortman
Title: Secretary
<PAGE>
EXHIBIT A
CERTIFICATE OF INCORPORATION
OF
PARAMOUNT OPERATIONS INC.
FIRST: The name of the corporation is Paramount Operations Inc.
(hereinafter referred to as the "Corporation").
SECOND: The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, City of Wilmington, County of New Castle, Delaware
19805. The name of its registered agent at such address is Corporation Service
Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware (the "General Corporation Law").
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is One Thousand (1,000) shares of
common stock with a par value of $0.01 per share.
FIFTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:
(I) The election of directors need not be by written ballot, unless
the By-laws so provide.
(II) The Board of Directors shall have the power, without the consent
or vote of the stockholders, to make, alter, amend, change or repeal the
By-laws of the Corporation in accordance with Article IX of the By-laws.
SIXTH: The Corporation shall indemnify and advance expenses to, to the
fullest extent permitted by Section 145 of the General Corporation Law, as
amended from time to time, each person who is or was a director or officer of
the Corporation and the heirs, executors and administrators of such person. Any
expenses (including attorneys' fees) incurred by each person who is or was a
director or officer of the Corporation, and the heirs, executors and
administrators of such person, in connection with defending any such proceeding
in advance of its final disposition shall be paid by the Corporation; provided,
however, that if the General Corporation Law requires, an advancement of
expenses incurred by an indemnitee in his capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the Corporation of an undertaking by or on
behalf of such indemnitee to repay all amounts so advanced, if it shall
ultimately be determined that such indemnitee is not entitled to be indemnified
for such expenses under this Article or otherwise.
<PAGE>
SEVENTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code,
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.
EIGHTH: No director of the Corporation shall be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
NINTH: The Corporation reserves the right to amend, alter, change or repeal
any provisions contained in this Certificate of Incorporation in the manner now
or hereafter prescribed by the laws, and all rights herein conferred upon
stockholders, directors and officers are subject to this reserved power.
TENTH: Any act or transaction by or involving the Corporation (other than
the election or removal of directors of the Corporation) that requires for its
adoption, under the General Corporation Law or this Certificate of
Incorporation, the approval of the stockholders of the Corporation, shall also
require, pursuant to Section 251(g) of the General Corporation Law, the approval
of the stockholders of 5B Technologies Corporation (or any successor by merger)
by the same vote as is required by the provisions of the General Corporation Law
and/or by this Certificate of Incorporation.
NEWS RELEASE
FOR IMMEDIATE RELEASE
Contact: or Investors:
Glenn Nortman Robert Weiner
5B Technologies, Inc. Capital Communications Group, Inc.
Chief Executive Officer Phone: (561) 391-2112
Phone: (516) 938-3400 Media:
Donna Autuori
Autuori Corporate Communications, Inc.
Phone: (631) 969-0958
Paramount Financial Corp. Announces New Corporate Structure;
Establishes New Corporate Holding Company - 5B Technologies Corporation
and Announces New Nasdaq Stock Symbol - (Nasdaq:FIVE)
Company Plans to Expand Internet Business Services and Content
JERICHO, NY, February 14, 2000 - Paramount Financial Corporation (Nasdaq: PARA)
today announced that it has reorganized and established a new corporate
structure as a holding company, including the Company's three primary business
units in the technology, staffing and leasing sectors. Beginning today, the new
holding company is named 5B Technologies Corporation, which better represents
the focus of the Company's future operating activities in the technology and
Internet sectors. The Company's Nasdaq Stock Market trading symbol for its
common shares has changed to (Nasdaq:FIVE), and the trading symbol for its Class
A warrants has changed to (OTC:FIVEW), effective today, February 14, 2000, at
the commencement of trading on The Nasdaq Stock Market. The Company's common
shares previously traded on Nasdaq under the symbol PARA.
Glenn Nortman, CEO of 5B Technologies Corporation, commented, "By changing our
corporate structure and company name, we are aligning our corporate identity
more closely to the focus of our business operations in technology, the Internet
and staffing, which are the primary drivers of our future
- MORE -
<PAGE>
Paramount Financial Announces New Corporate Structure, Named -
5B Technologies Corporation, and New Nasdaq Trading Symbol - (Nasdaq:FIVE)
Page 2:
growth. In the past two years, the Company has undergone a dramatic shift in
business, becoming a provider of comprehensive technology solutions and services
to businesses. During this period, we established two complementary businesses:
our Paratech Resources subsidiary, which is a single source provider of dynamic
e-commerce and Internet strategy, design, applications and solutions, and
network integration and other IT solutions for businesses, and Deltaforce
Personnel Services, which provides temporary and permanent staffing in the legal
and IT sectors. We are focused on these two businesses, while, at the same time,
the strategic direction of our Company will be guided by the expansion of our
technologies operations. We are confident in the continued growth of our
staffing operations, and maintaining the contributions of our leasing
operations, however, our primary focus is to expand our Paratech Resources
subsidiary as we continually evaluate opportunities to increase value for all of
our stockholders. We anticipate that our technologies operations will drive 5B
Technologies' growth and profitability over the long term."
"We expect continuing diversification of the Company's capabilities
within the technology space by further developing our resources organically and
through strategic alliances and acquisitions. 5B Technologies intends to create
additional value through investments in and co-ventures with leading Internet
content and service providers to ensure our participation in this dynamically
expanding and changing sector. We are currently evaluating many opportunities to
further our growth in this area as we strengthen our organization and sharpen
our strategic focus", concluded Mr. Nortman.
The new holding company's wholly-owned subsidiaries continue as
Paratech Resources, Inc., a full-service provider of IT solutions for
businesses, including fully-integrated services for Internet and e-commerce
strategy and development, network and applications design and integration, and
related consulting services; and, Deltaforce Personnel Services, Inc., a
staffing company focused on the legal and technology industries. In addition,
the Company's leasing business has been organized into the holding company
structure of 5B Technologies Corporation.
The new corporate organizational structure established a new parent
company, 5B Technologies Corporation, a Delaware corporation, which owns 100% of
Paramount Financial Corporation (now called Paramount Operations, Inc.), which
was previously the publicly-held company. In the reorganization, stockholders of
Paramount have automatically become stockholders of 5B Technologies.
- MORE -
<PAGE>
Paramount Financial Announces New Corporate Structure, Named -
5B Technologies Corporation, and New Nasdaq Trading Symbol - (Nasdaq:FIVE)
Page 3:
The reorganization was completed pursuant to Delaware law, which did
not require action by Paramount's stockholders, all of whose rights, privileges
and interests remain the same with respect to their new ownership in 5B
Technologies Corporation. In connection with the reorganization, all shares,
which previously represented shares in Paramount Financial Corporation, were
automatically converted, on a share-for-share basis, into shares of 5B
Technologies Corporation. Existing share certificates representing shares of
Paramount's common stock currently serve as evidence of ownership of the same
number of shares of common stock of 5B Technologies. Stockholders will receive
materials to exchange old Paramount shares for new 5B Technologies Corporation
shares in the near future. The executive officers and Board of Directors of 5B
Technologies are the same as those of Paramount, as are 5B Technologies' bylaws
and Certificate of Incorporation (except to the extent permitted to be altered
pursuant to Delaware law).
5B Technologies Corporation is a full service provider of comprehensive,
integrated information technology services and business solutions designed to
fulfill the needs of local, regional and global companies. The Company's
wholly-owned subsidiaries include: Paratech Resources, Inc., a high technology
company providing businesses with an comprehensive array of technology-based
services and solutions, including the design, development, and hosting of
Internet and e.commerce strategies, network and applications design, procurement
and integration, and related consulting services; and, Deltaforce Personnel
Services, Inc. a provider of temporary and permanent staffing to the technology
and legal industries. 5B Technologies Corporation maintains its headquarters in
Jericho, New York, and its stock trades on the Nasdaq Stock Market under the
symbol (Nasdaq:FIVE). For additional information, the Company can be found on
the World Wide Web at www.5btechnologies.com.
Certain statements contained in this press release, which are not historical
facts, are forward-looking statements. Forward-looking statements in this press
release are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements made herein
contain a number of risks and uncertainties that could cause actual results to
differ materially from those projected in the forward-looking statements. These
risks and uncertainties include, but are not limited to, the specific factors
that may influence the Company's business as identified and discussed in the
Company's periodic filings with the Securities and Exchange Commission,
including those set forth on Forms 10-K, 10-Q, 8-K; as well as increased
competition; the availability of computer equipment; the ability of the Company
to expand its operations and attract and retain qualified personnel and sales
representatives; the ability of the Company to attract and retain IT
professionals skilled in specific applications; technological obsolescence of
the Company's portfolio of computer equipment; competition in the IT and
Internet consulting sector and general economic conditions.
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